As filed with the Securities and Exchange Commission on June 5, 1996
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
CENTRAL GARDEN & PET COMPANY
(Exact name of registrant as specified in its charter)
Delaware 5199 68-0275553
(State or other jurisdiction of (Primary standard industrial (I.R.S. employer identification
incorporation or organization) classification code number) number)
3697 Mt. Diablo Boulevard, Suite 310, Lafayette, California 94549 (510) 283-4573
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
William E. Brown
Central Garden & Pet Company
3697 Mt. Diablo Boulevard
Lafayette, California 94549
(510) 283-4573
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with copies of all orders, notices and communications to:
John F. Seegal
Orrick, Herrington & Sutcliffe
Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, California 94111
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
____________________
If the only securities registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with
general Instruction G, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of each class of securities to Amount to Proposed maximum Proposed maximum aggregate Amount of
be registered (1) be registered offering price per share (2) offering price (2) registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock 750,000 $14.375 $10,781,250 $3,717.67
====================================================================================================================================
(1) This Registration Statement also registers all of such securities for
resale.
(2) Estimated solely for purpose of calculating the registration fee and based
on the closing price of the Common Stock on the NASDAQ National Market
System on June 3, 1996.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
CENTRAL GARDEN & PET COMPANY
CROSS-REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS
OF INFORMATION REQUIRED BY FORM S-4
REGISTRATION STATEMENT ITEM LOCATION IN PROSPECTUS
--------------------------- ----------------------
A. INFORMATION ABOUT THE TRANSACTION
1. Forepart of Registration Statement and Outside Front Cover Front Cover Page
Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Prospectus Inside Front and Outside Back
Cover Pages; Available
Information; Incorporation of
Certain Information by Reference
3. Risk Factors, Ratio of Earnings to Fixed Charges and Other Incorporation of Certain
Information Information by Reference; the
Company; Selected Financial Data
4. Terms of the Transaction Not Applicable
5. Pro Forma Financial Information Not Applicable
6. Material Contacts with the Company Being Acquired Not Applicable
7. Additional Information Required for Reoffering by Persons Outstanding Securities Covered
and Parties Deemed to be Underwriters by this Prospectus
8. Interests of Named Experts and Counsel Not Applicable
9. Disclosure of Commission Position on Indemnification for Not Applicable
Securities Act Liabilities
B. INFORMATION ABOUT THE REGISTRANT
10. Information with Respect to S-3 Registrants Incorporation of Certain
Information by Reference
11. Incorporation of Certain Information By Reference Incorporation of Certain
Information by Reference
12. Information with Respect to S-2 or S-3 Registrants Not Applicable
13. Incorporation of Certain Information By Reference Not Applicable
14. Information with Respect to Registrants Other than S-2 or S-3 Not Applicable
Registrants
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
15. Information with Respect to S-3 Companies Not Applicable
16. Information with Respect to S-2 or S-3 Companies Not Applicable
17. Information with Respect to Companies Other than S-2 or S-3 Not Applicable
Companies
D. VOTING AND MANAGEMENT INFORMATION
18. Information If Proxies, Consents or Authorizations are to be Not Applicable
Solicited
19. Information If Proxies, Consents or Authorizations are not to Not Applicable
be Solicited or in an Exchange Offer
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of any offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JUNE 5, 1996
750,000 SHARES OF COMMON STOCK
CENTRAL GARDEN & PET COMPANY
Central Garden & Pet Company (the "Company") is registering 750,000
shares of Common Stock (the "Common Stock") which are being offered and sold
by the Company in connection with the acquisition of businesses or assets of
or interests in businesses that are engaged in international trade.
It is anticipated that the consideration for acquisitions will consist of
shares of Common Stock, cash, notes or other evidences of debt, guarantees,
assumption of liabilities or a combination thereof, as determined from time to
time by negotiations between the Company and the owners or controlling persons
of the businesses or assets to be acquired. In addition, the Company may
lease property from and enter into management agreements and consulting and
noncompeting agreements with the former owners and key executive personnel of
the businesses to be acquired.
The terms of an acquisition will be determined by negotiations between
the Company's representatives and the owners or controlling persons of the
business or assets to be acquired. Factors taken into account in acquisitions
include the established quality and reputation of the business and its
management, the strategic fit with the Company, earning power, cash flow,
growth potential, locations of the business to be acquired and the market
value of the Common Stock of the Company when pertinent. It is anticipated
that shares of Common Stock issued in any such acquisition will be valued at a
price reasonably related to the current market value of the Common Stock,
either at the time the terms of the acquisition are tentatively agreed upon,
or at or about the time of closing, or during the period or periods prior to
delivery of the shares.
It is not expected that underwriting discounts or commissions will be
paid by the Company except that finders fees may be paid to persons from time
to time in connection with specific acquisitions. Any person receiving any
such fees may be deemed to be an Underwriter within the meaning of the
Securities Act of 1933.
The Common Stock is traded on the NASDAQ National Market System under the
symbol "CENT." The closing price of the Common Stock as reported by
NASDAQ/NMS on June 3, 1996 was $14.375.
This Prospectus may also be used in a registered resale, with the
Company's prior consent, by persons who have received or will receive shares
of Common Stock in connection with acquisitions and who wish to offer and sell
such securities in transactions in which they may be deemed to be underwriters
within the meaning of the Securities Act of 1933, as amended. Such sales may
be made in the over-the-counter market or in privately negotiated
transactions. The Company may require that any resales by means of this
Prospectus be effect in an organized manner through securities dealers.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 5, 1996
1
OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS
This Prospectus has also been prepared for use by persons who may receive
from the Company Common Stock covered by the Registration Statement in
acquisitions and who may be entitled to offer such Common Stock under
circumstances requiring the use of a Prospectus (such persons being referred
to under this caption as "Stockholders"); provided, however, that no
Stockholder will be authorized to use this Prospectus for any offer of such
Common Stock without first obtaining the consent of the Company. The Company
may consent to the use of this Prospectus for a limited period of time by the
Stockholders and subject to limitations and conditions which may be varied by
agreement between the Company and the Stockholders. Resales of such shares
may be made in the over-the-counter market or in privately negotiated
transactions.
Agreements with Stockholders permitting use of this Prospectus may
provide that any such offering be effected in an orderly manner through
securities dealers, acting as broker or dealer, selected by the Company; that
Stockholders enter into custody agreements with one or more banks with respect
to such shares; and that sales be made only by one or more of the methods
described in this Prospectus, as appropriately supplemented or amended when
required. The Stockholders may be deemed to be underwriters within the
meaning of the Securities Act of 1933.
When resales are to be made through a broker or dealer selected by the
Company, it is anticipated that a member firm of the New York Stock Exchange
may be engaged to act as the Stockholders' agent in the sale of shares by such
Stockholders. It is anticipated that the commission paid to the member firm
will be the normal stock exchange commission (including negotiated commissions
to the extent permissible). Sales of shares by the member firm may be made in
the over-the-counter market from time to time at prices related to prices then
prevailing. Any such sales may be by block trade. Any such member firm may
be deemed to be an underwriter within the meaning of the Securities Act of
1933 and any commissions earned by such member firm may be deemed to be
underwriting discounts and commissions under such Act.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and
other information filed by the Company with the Commission can be inspected
and copied at the public reference facilities maintained by the Commission in
Washington, D.C. and at the Regional Offices of the Commission at 75 Park
Place, 14th Floor, New York, New York 10007; and Northwestern Atrium Center,
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can be obtained at prescribed rates from Public Reference Room of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a registration statement on
Form S-4 (herein, together with all amendments and exhibits, referred to as
the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus does not contain all the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement.
2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission under
the Securities Exchange Act of 1934 are hereby incorporated by reference in
this Prospectus:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995;
(2) The Company's Periodic Reports on Form 10-Q for the fiscal quarters
ended March 30, 1996 and December 30, 1995;
(3) The description of the Company's capital stock in the Company's
Registration Statement on Form 8-A dated March 30, 1993.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
filing of the Company's 1995 Annual Report on Form 10-K referred to above and
prior to the termination of the offering of securities offered hereby shall be
deemed to be incorporated by reference and to be a part of this prospectus
from the date of filing of such documents.
The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the information that has been
incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the
Prospectus incorporates.) Written or oral requests should be directed to
Chief Financial Officer, Central Garden & Pet Company, 3697 Mt. Diablo
Boulevard, Lafayette, CA 94549.
COMMON STOCK AND DIVIDEND DATA
The Company's Common Stock has been traded on the NASDAQ National Market
System since June 15, 1993. As of March 30, 1996, there were approximately 133
holders of record of the Company's Common Stock and 12 holders of record of
the Company's Class B Stock.
The table below shows the reported high and low closing sales prices in
the over-the-counter market as reported by NASDAQ/NMS for the fiscal periods
indicated.
3
HIGH LOW
-------- --------
Fiscal 1994(1)
- --------------
First Quarter.......................... 12 1/2 9 7/8
Second Quarter......................... 10 1/2 8 3/4
Third Quarter.......................... 9 1/4 6 1/2
Fourth Quarter......................... 7 3 3/8
Fiscal 1995(1)
- --------------
First Quarter.......................... 4 1/4 3 5/16
Second Quarter......................... 6 3 1/2
Third Quarter.......................... 6 7/8 5 1/8
Fiscal 1996
- -----------
First Quarter.......................... 9 1/2 5 1/2
Second Quarter......................... 10 8 1/8
Third Quarter (through June 3, 1996)... 14 7/8 9 1/4
____________________
(1) In 1995, the Company changed its fiscal year end to the last Saturday in
September. Accordingly, the fiscal year ended September 30, 1995 was a
nine month period.
On June 3, 1996, the last reported sale price of the Common Stock on the
Nasdaq National Market was $14.375.
The Company has not paid any dividends on its Common Stock since its
initial public offering on June 15, 1993.
THE COMPANY
Central Garden & Pet Company (the "Company") is the dominant national
distributor of lawn and garden products as well as a major distributor of pet
and pool supplies. The Company has grown through both acquisitions and
internal expansion. In fiscal 1995, lawn and garden products accounted for
approximately 74% of the Company's net sales, pet supplies accounted for
approximately 20% and pool supplies accounted for approximately 6%.
The Company was incorporated in Delaware in June 1992 and is the
successor to Central Garden Supply, a California corporation which was
acquired in 1980 by William E. Brown, the Company's Chairman and Chief
Executive Officer. Unless the context otherwise requires, references in this
Prospectus to the Company include Central Garden & Pet Company and it
subsidiaries and predecessor companies. The Company's executive offices are
located at 3697 Mt. Diablo Boulevard, Lafayette, California 94549, and its
telephone number is (510) 283-4573.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock which may be offered
and issued by the Company from time to time in the acquisition of other
businesses or properties. Other than the businesses or properties acquired,
there will be no proceeds to the Company from these offerings.
4
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
NINE MONTH
PERIOD
FISCAL YEAR ENDED(1) ENDED(1)
-------------------------------------------------------------------------- -------------
DECEMBER 31, DECEMBER 27, DECEMBER 26, DECEMBER 25, SEPTEMBER 30,
1991 1992 1993 1994 1995
(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)
INCOME STATEMENT DATA:
Net sales............................. $280,722 $321,707 $334,682 $421,427 $373,734
Cost of goods sold and occupancy...... 233,782 271,050 278,746 354,096 316,832
-------- -------- -------- -------- --------
Gross profit........................ 46,940 50,657 55,936 67,331 56,902
Selling, general and administrative
expenses............................ 40,508 41,949 44,702 58,489 48,075
-------- -------- -------- -------- --------
Income from operations................ 6,432 8,708 11,234 8,842 8,827
Interest expense-net.................. (4,343) (4,028) (3,751) (5,642) (5,891)
Other income (expense)................ 379 (742) (878) (856) (953)
-------- -------- -------- -------- --------
Income before income
taxes and minority interest......... 2,468 3,938 6,605 2,344 1,983
Income tax expense.................... 903 1,595 2,637 936 904
-------- -------- -------- -------- --------
Income before minority interest....... 1,565 2,343 3,968 1,408 1,079
Minority interest..................... 422 (210) 26 (3) --
-------- -------- -------- -------- --------
Net income............................ $ 1,987 $ 2,133 $ 3,994 $ 1,405 $ 1,079
======== ======== ======== ======== ========
Net income per common and
common equivalent share(2)......... $0.83 $0.24 $0.18
Weighted average shares outstanding(2) 4,789 5,947 5,943
OPERATING DATA:
Distribution centers at period end.... 25 25 30 39 38
DECEMBER 31, DECEMBER 27, DECEMBER 26, DECEMBER 25, SEPTEMBER 30,
1991 1992 1993 1994 1995
-------------------------------------------------------------------------- -------------
BALANCE SHEET DATA:
Working capital....................... $ 9,289 $ 10,288 $ 26,719 $ 21,003 $ 25,316
Total assets.......................... 112,693 123,484 143,748 173,953 142,680
Short-terms borrowings................ 37,518 41,453 32,162 44,995 39,670
Long-term borrowings.................. 6,627 5,975 8,804 7,019 11,130
Shareholders' equity.................. 9,596 16,114 35,359 36,376 38,402
(1) In 1992, the Company adopted a 52/53 week fiscal year ending on the last
Sunday in December. In 1995, the Company changed its fiscal year end to
the last Saturday in September. Accordingly, the fiscal year ended
September 30, 1995 was a nine month period.
(2) During 1992, the Company was reorganized (see Note 2 of Notes to
Consolidated Financial Statements). As a result, net income per common
and common equivalent share and weighted average shares outstanding are
not presented for fiscal year 1991 and 1992 because such information
would not be comparable with the post-reorganization periods.
5
DESCRIPTION OF CAPITAL STOCK
As of the date of this Prospectus, the authorized capital stock of the
Company consists of 40,000,000 shares of Common Stock ("Common Stock"),
3,000,000 shares of Class B Stock ("Class B Stock') and 1,000 shares of
Preferred Stock ("Preferred Stock").
The following description of the Company's capital stock does not purport
to be complete and is subject to and is qualified in its entirety by the
description of the Company's capital stock contained in the Company's
Certificate of Incorporation, a copy of which is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. Reference is made
to such exhibit for a detailed description of the provisions thereof
summarized below.
COMMON STOCK AND CLASS B STOCK
Voting, Dividend and Other Rights. The voting powers, preferences and
relative rights of the Common Stock and the Class B Stock are identical in all
respects, except that (i) the holders of Common Stock are entitled to one vote
per share and the holders of Class B Stock are entitled to the lesser of ten
votes per shares or 49% of the total votes cast, (ii) stock dividends on
Common Stock may be paid only in shares of Common Stock and stock dividends on
Class B Stock may be paid only in shares of Class B Stock and (iii) shares of
Class B Stock have certain conversion rights and are subject to certain
restrictions on ownership and transfer described below under "Conversion
Rights and Restrictions on Transfer of Class B Stock." Except as described
above, issuances of additional shares of Class B Stock and modifications of
Class B Stock, voting as separate classes. The Certificate of Incorporation
cannot be modified, revised or amended without the affirmative vote of the
majority of outstanding shares of Common Stock and Class B Stock, voting
separately as a class. Except as described above or as required by law,
holders of Common Stock and Class B Stock vote together on all matters
presented to the stockholders for their vote or approval, including the
election of directors. The stockholders are not entitled to vote cumulatively
for the election of directors.
Each share of Common Stock and Class B Stock is entitled to receive
dividends if, as and when declared by the Board of Directors of the Company
out of funds legally available therefor. The Common Stock and Class B Stock
share equally, on a share-for-share basis, in any cash dividends declared by
the Board of Directors.
Stockholders of the Company have no preemptive or other rights to
subscribe for additional shares. Subject to any rights of holders of any
Preferred Stock, all holders of Common Stock and Class B Stock, regardless of
class, are entitled to share equally on a share-for-share basis in any assets
available for distribution to stockholders on liquidation, dissolution or
winding up of the Company. No Common Stock or Class B Stock is subject to
redemption or a sinking fund. All shares of Common Stock offered hereby will
be, when so issued or sold, validly issued, fully paid and nonassessable.
Conversion Rights and Restrictions on Transfer of Class B Stock. The
Common Stock has no conversion rights. However, at the option of the holder,
each share of Class B Stock is convertible at any time and from time to time
into one share of Common Stock. If at any time the holders of a majority of
outstanding shares of Class B Stock vote to convert the outstanding shares of
Class B Stock to Common Stock, then all outstanding shares of Class B Stock
shall be deemed automatically converted into shares of Common Stock.
The Company's Certificate of Incorporation provides that any holder of
shares of Common B Stock desiring to transfer such shares to a person other
than a Permitted Transferee (as defined below) must present such shares to the
Company for conversion into an equal number of shares of Common Stock upon
such transfer. Thereafter, such shares of Common Stock may be freely
transferred to persons other than Permitted Transferees, subject to applicable
securities law.
Shares of Class B Common Stock may not be transferred except generally to
family members, certain trusts, heirs and devisees (collectively, "Permitted
Transferees"). Upon any sale or transfer of ownership or voting rights to a
transferee other than a Permitted Transferee or to the extent an entity no
longer remains a Permitted Transferee, such shares of Class B Stock will
automatically convert into equal number of shares of Common Stock.
Accordingly, no trading market is expected to develop in the Class B Stock and
the Class B Stock will not be listed or traded on any exchange or in any
market.
6
Effects of Disproportionate Voting Rights. The Disproportionate voting
rights of the Common Stock and Class B Stock could have an adverse effect on
the market price of the Common Stock. Such disproportionate voting rights may
make the Company a less attractive target for a takeover than it otherwise
might be, or render more difficult or discourage a merger proposal, a tender
offer or a proxy contest, even if such actions were favored by stockholders of
the Company other than the holders of the Class B Stock. Accordingly, such
disproportionate voting rights may deprive holders of Common Stock of an
opportunity to sell their shares at a premium over prevailing market prices,
since takeover bids frequently involve purchases of stock directly from
shareholders at such a premium price.
PREFERRED STOCK
The Board of Directors has the authority to cause the Company to issue up
to 1,000 shares of Preferred Sock in one or more series and to fix the rights,
preferences, privileges and restrictions thereof, including dividend rights,
conversion rights, voting rights, terms of redemption, liquidation preferences
and the number of shares constituting any series or the designation of such
series, without any further vote or action by the stockholders. The issuance
of Preferred Stock may have the effect of delaying, deferring or preventing a
change in control of the Company without further action by the stockholders.
The issuance of Preferred Stock with voting and conversion rights may
adversely affect the voting power of the holders of the Common Stock.
In July 1995, the Company issued 100 shares of Series A Preferred Sock to
Monsanto Company, of which Solaris is a strategic business unit. The Series A
Preferred Stock is entitled to receive a cumulative 5% annual cash dividend
which must be paid prior to the declaration or payment of any dividends on the
Common Stock. Each share of Series A Preferred Stock is entitled to a
liquidation preference of $9,000 per share, is convertible into 1,000 shares
of Common Stock, votes together with the Common Stock and has a number of
votes equal to the number of shares of Common Stock into which it is
convertible.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law. In general, this statute prohibits under certain
circumstances, a Delaware corporation whose stock is publicly traded or held
in record by more than 2,000 stockholders, from engaging in a "business
combination" with an "interested stockholder" for a period of 3 years after
the date of the transaction which the person became an interested stockholder,
unless (i) the corporation has elected in its certificate of incorporation or
bylaws not to be governed by this Delaware law (the Company has not made such
an election); (ii) prior to the time the stockholder became an interested
stockholder, the board of directors approved either the business combination
or the transaction which resulted in the person becoming an interested
stockholder, (iii) the stockholder owned at least 85% of the outstanding
voting stock of the corporation (excluding shares held by directors who were
also officers or held in certain employee stock plans) upon consummation of
the transaction which resulted in a stockholder becoming an interested
stockholder or (iv) the business combination was approved by the board of
directors and by two-thirds of the outstanding voting stock of the corporation
(excluding shares held by the interested stockholder). "Interested
stockholder" is a person who, together with affiliates and associates, owns
(or, if such person is an affiliate or associate of the corporation, any time
within the prior three years did own) 15% or more of the corporation's
outstanding voting stock. The term "business combination" is defined
generally to include mergers, consolidations, stock sales, asset based
transactions, and other transactions resulting in a financial benefit to the
interested stockholder.
TRANSFER AGENT AND REGISTRAR
Chemical Mellon Shareholder Services has been appointed as the transfer
agent and registrar for the Company's Common Stock.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby will
be passed upon for the Company by Orrick, Herrington & Sutcliffe, San
Francisco, California.
7
EXPERTS
The consolidated financial statements and the related financial
statement schedule of the Company incorporated by reference in this Prospectus
from the Company's Annual Report on Form 10-K for the year ended September 30,
1995 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report incorporated by reference herein, and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in auditing and accounting.
8
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 20. Indemnification of Directors and Officers
Article SIXTH, Section 2 of the Registrant's Certificate of Incorporation
provides that directors of the Registrant shall not be personally liable to
the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, to the fullest extent permitted by the General
Corporation Law of the State of Delaware. Article V of the Registrant's
Bylaws provides for indemnification of officers and directors to the full
extent and in the manner permitted by Delaware law. Section 145 of the
Delaware General Corporation Law makes provision for such indemnification in
terms sufficiently broad to cover officers and directors under certain
circumstances for liabilities arising under the Securities Act of 1933.
The Registrant has entered into indemnification agreements with each
director which provide indemnification under certain circumstances for acts
and omissions which may not be covered by any directors' and officers'
liability insurance.
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits
EXHIBIT
NUMBER EXHIBIT
------- -------
2.1 Form of Agreement of Merger and Plan of Merger between Central
Garden Supply of Southern California and Central Garden & Pet
Company (Incorporated by reference from Exhibit 2.1 to Registration
Statement No. 33-48070).
2.2 Form of Agreement of Merger and Plan of Merger between Central
Garden Sales Corp. and Central Garden & Pet Company (Incorporated by
reference from Exhibit 2.2 to Registration Statement No. 33-48070).
2.3 Form of Reorganization Agreement between Central Garden Supply and
Central Garden & Pet Company (Incorporated by reference from Exhibit
2.3 to Registration Statement No. 33-48070).
2.4 Agreement and Plan of Merger between Central Garden & Pet Supply
Company and Central Garden & Pet Company dated as of June 11, 1992
(Incorporated by reference from Exhibit 2.4 to Registration
Statement No. 33-48070).
3.1 Third Amended and Restated Certificate of Incorporation
(Incorporated by reference to Exhibit 3.1 to Registration Statement
No. 33-98544).
3.1.1 Certificate of Amendment of Third Amended and Restated
Certificate of Incorporation.
3.2 Copy of Registrant's Bylaws (Incorporated by reference from Exhibit
3.2 to Registration Statement No. 33-48070).
4.1 Specimen Common Stock Certificate (Incorporated by reference from
Exhibit 4.1 to Registration Statement No. 33-48070).
5.1 Opinion of Orrick, Herrington & Sutcliffe as legality of Common
Stock, including consent.
II-1
EXHIBIT
NUMBER EXHIBIT
------- -------
10.1 Financing Agreement between MAP Finance Company (Monsanto) and
Central Garden & Pet Company dated as of October 1, 1993
(Incorporated by reference to Exhibit 10.4.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 26, 1993).
10.2 Promissory note from Central Garden Supply to Weyerhaeuser Company
for $6,750,000 dated as of June 29, 1990 (Incorporated by reference
from Exhibit 10.5 to Registration Statement No. 33-48070).
10.3 Lease between Central Garden Supply and Road 80 Properties, dated as
of August 1, 1988 (Incorporated by reference from Exhibit 10.10 to
Registration Statement No. 33-48070).
10.4 Lease between Central Garden Supply and Road 80 Investors dated as
of December 31, 1985 (Incorporated by reference from Exhibit 10.11
to Registration Statement No. 33-48070).
10.5 Supplementary Retirement Benefit Agreement for Key Employees between
Central Garden & Pet Supply Company and Glenn W. Novotny dated as of
July 1, 1991 (Incorporated by reference from Exhibit 10.12 to
Registration Statement No. 33-48070).
10.6 Supplementary Retirement Benefit Agreement for Key Employees between
Central Garden & Pet Supply Company and Neill J. Hines dated as of
July 1, 1991 (Incorporated by reference from Exhibit 10.13 to
Registration Statement No. 33-48070).
10.7 1992 Management Incentive Plan (Incorporated by reference from
Exhibit 10.14 to Registration Statement No. 33-48070).
10.8 1992 Profit Sharing Plan (Incorporated by reference from Exhibit
10.15 to Registration Statement No. 33-48070).
10.9 Form of Indemnification Agreement between Registrant and Executive
Officers and Directors (Incorporated by reference from Exhibit 10.18
to Registration Statement No. 33-48070).
10.10 Agreement of Purchase and Sale between William E. Brown and
Central Garden & Pet Company dated as of May 15, 1992 (Incorporated
by reference from Exhibit 10.19 to Registration Statement No. 33-
48070).
10.11 Accounts Financing Agreement [Security Agreement] between Congress
Financial Corporation (Western) and Central Garden Supply, Central
Garden & Pet Company, Central Garden & Pet Supply Company, Matthews
Redwood and Nursery Supply, Inc. and Cal Liquid Corp. dated as of
June 12, 1992, including Amendment No. 1 (Incorporated by reference
from Exhibit 10.28 to Registration Statement No. 33-48070).
10.11.1 Amendment No. 2 to Accounts Financing Agreement dated as of July 12,
1992 among Congress Financial Corporation, the Company and certain
subsidiaries of the Company (Incorporated by reference to Exhibit
10.28.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 25, 1995).
10.11.2 Amendment No. 3 to Accounts Financing Agreement dated as of July 12,
1992 among Congress Financial Corporation, the Company and certain
subsidiaries of the Company (Incorporated by reference to Exhibit
10.28.3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 25, 1995).
II-2
EXHIBIT
NUMBER EXHIBIT
------- -------
10.13 Intercreditor Agreement between Congress Financial Corporation
(Western) and Monsanto Corporation dated as of January 28, 1994
(Incorporated by reference to Exhibit 10.32.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 26,
1993).
10.14 Subordination Agreement among Central Garden Supply, Central Garden
& Pet Company, Central Garden & Pet Supply Company, Weyerhauser
Company and Congress Financial Corporation (Western) dated as of
June 12, 1992 (Incorporated by reference from Exhibit 10.34 to
Registration Statement No. 33-48070).
10.15 Forms of Restricted Stock Grant Agreements (Incorporated by
reference from Exhibit 10.35 to Registration Statement No.
33-48070).
10.16 Continuing Guaranty and Waiver by Central Garden Supply, Cal Liquid
Corp., Central Garden & Pet Company and Central Garden & Pet Supply
Company of indebtedness of Matthews Redwood and Nursery Supply, Inc.
to Congress Financial Corporation (Western) dated as of June 12,
1992 (Incorporated by reference from Exhibit 10.36 to Registration
Statement No. 33-48070).
10.17 Continuing Guaranty and Waiver by Central Garden Supply, Central
Garden & Pet Company and Central Garden & Pet Supply Company of and
Matthews Redwood and Nursery Supply, Inc. for indebtedness of Cal
Liquid Corp. to Congress Financial Corporation (Western) dated as of
June 12, 1992 (Incorporated by reference from Exhibit 10.37 to
Registration Statement No. 33-48070).
10.18 Continuing Guaranty and Waiver by Central Garden Supply, Central
Garden & Pet Supply Company, Matthews Redwood and Nursery Supply,
Inc. and Cal Liquid Corp. for indebtedness of Central Garden & Pet
Company to Congress Financial Corporation (Western) dated as of June
12, 1992 (Incorporated by reference from Exhibit 10.38 to
Registration Statement No. 33-48070).
10.19 Continuing Guaranty and Waiver by Source One for indebtedness of
Central Garden Supply, Central Garden & Pet Company, Central Garden
& Pet Supply Company, Matthews Redwood and Nursery Supply, Inc. and
Cal Liquid Corp. to Congress Financial Corporation (Western) dated
as of June 12, 1992 (Incorporated by reference from Exhibit 10.39 to
Registration Statement No. 33-48070).
10.20 Inventory and Equipment Security Agreement Supplement to Accounts
Financing Agreement [Security Agreement] between and among Congress
Financial Corporation (Western) and Central Garden Supply, Central
Garden & Pet Company, Matthews Redwood and Nursery Supply, Inc. and
Cal Liquid Corp. dated as of June 12, 1992 (Incorporated by
reference from Exhibit 10.40 to Registration Statement No.
33-48070).
10.21 Letter Agreement Re Inventory Loans between and among Congress
Financial Corporation (Western) and Central Garden Supply, Central
Garden & Pet Company, Central Garden 7 pet Supply Company, Matthews
Redwood and Nursery Supply, Inc. and Cal Liquid Corp dated as of
June 12, 1992 (Incorporated by reference from Exhibit 10.41 to
Registration Statement No. 33-48070).
10.22 Trademark Collateral Assignment and Security Agreement between
Central Garden Supply and Congress Financial Corporation (Western)
dated as of June 12, 1992 (Incorporated by reference from Exhibit
10.42 to Registration Statement No. 33-48070).
10.23 Assignment of Policy as Collateral Security to Congress Financial
Corporation (Western) dated as of June 12, 1992 (Incorporated by
reference from Exhibit 10.43 to Registration Statement No.
33-48070).
II-3
EXHIBIT
NUMBER EXHIBIT
------- -------
10.24 Trade Financing Agreement Supplement to Accounts Financing Agreement
[Security Agreement] between and among Congress Financial
Corporation (Western) and Central Garden Supply, Central Garden &
Pet Company, Central Garden & Pet Supply Company, Matthews Redwood
Nursery Supply, Inc. and Cal Liquid Corp. dated as of June 12, 1992
(Incorporated by reference from Exhibit 10.44 to Registration
Statement No. 33-48070).
10.25 Covenant Supplement to Accounts Financing Agreement [Security
Agreement] between and among Congress Financial Corporation
(Western) and Central Garden Supply, Central Garden & Pet Company,
Central Garden & Pet Supply Company, Matthews Redwood and Nursery
Supply, Inc. and Cal Liquid Corp. dated as of June 12, 1992
(Incorporated by reference from Exhibit 10.45 to Registration
Statement No. 33-48070).
10.26 Authorization Agreement between International Technology Corporation
("IT") and Central Garden & Pet Company dated July 14, 1992
(Incorporated by reference from Exhibit 10.46 to Registration
Statement No. 33-60332).
10.27 IT Services Agreement between IT and Central Garden & Pet Company
dated July 17, 1992 (Incorporated by reference from Exhibit 10.47 to
Registration Statement No. 33-60332).
10.28 Southern Louisiana Industrial Properties Lease between Weyerhaeuser
Garden Supply Company and SLIP Trust dated September 6, 1989
(Incorporated by reference from Exhibit 10.48 to Registration
Statement No. 33-60332).
10.29 Insurance Policy with Atlantic Mutual Insurance Company
(Incorporated by reference from Exhibit 10.49 to Registration
Statement No. 33-60332).
10.30 Stock Purchase Agreement, dated December 30, 1992, by and between
Jean Claude Gallienne and Pierre Gallienne (Incorporated by
reference from Exhibit 10.50 to Registration Statement No.
33-60332).
10.31 Stock Pledge Agreement between William E. Brown and Vincent P. Dole,
dated as of December 30, 1992 (Incorporated by reference from
Exhibit 10.51 to Registration Statement No. 33-60332).
10.32 Stipulation of Settlement and mutual Release of Claims, dated
December 30, 1992, between Central Garden Supply, Central Garden &
Pet Company and William E. Brown and Jean-Claude Gallienne and
Pierre Gallienne (Incorporated by reference from Exhibit 10.52 to
Registration Statement No. 33-60332).
10.33 Promissory Note, dated December 30, 1992 (Incorporated by reference
from Exhibit 10.53 to Registration Statement No. 33-60332).
10.34 Guaranty Agreement, dated December 30, 1992, by Central Garden & Pet
Company for the benefit of the holders of the Bourcycham Debt
(Incorporated by reference from Exhibit 10.54 to Registration
Statement No. 33-60332).
10.35 Agreement and plan of reorganization among Central Garden & Pet
Company and the shareholders of CGS Distributing, Inc. (Incorporated
by reference from Exhibit 10.55 to Registration Statement No.
33-60332).
10.36 Registration Rights Agreement among Central Garden & Pet Company and
the shareholders of CGS Distributing, Inc. (Incorporated by
reference from Exhibit 10.56 to Registration Statement No.
33-60332).
II-4
EXHIBIT
NUMBER EXHIBIT
------- -------
10.37 Form of Restricted Stock Grant Agreement (Incorporated by reference
from Exhibit 10.56(a) to Registration Statement No. 33-60332).
10.38 Stock Purchase Agreement dated as of April 1, 1993 between Brown
Associates and Central Garden & Pet Company relating to the
acquisition of Source One (Incorporated by reference from Exhibit
10.57 to Registration Statement No. 33-60332).
10.39 Agreement of Purchase and Sale dated as of September 1, 1993 between
West Denver Feed Co., MIRC Equities, Inc. and CGS Distributing, Inc.
(Incorporated by reference from Exhibit 10.58 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 16,
1993).
10.40 Agreement of Purchase and Sale dated as of October 1, 1993 among
Pendleton Enterprises, Inc., J. Elles Pendleton and Central Garden &
Pet Company (Incorporated by reference to Exhibit 10.59 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 26, 1993).
10.41 Stock Purchase Agreement dated as of September 30, 1993 among the
shareholders of Anaheim Pet & Aquarium Supply Co., Inc. and Central
Garden & Pet Company (Incorporated by reference to Exhibit 10.60 to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 26, 1993).
10.42 Stock Purchase Agreement dated as of August 15, 1993 William E.
Brown and Central Garden & Pet Company (Incorporated by reference to
Exhibit 10.61 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 26, 1993).
10.43 1993 Omnibus Equity Incentive Plan (Incorporated by reference to
Exhibit 10.62 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 26, 1993).
10.44 Agreement of Purchase and Sale and Joint Escrow Instructions dated
as of September 30, 1993 between Central Garden & Pet Company and
Road 80 Properties (Incorporated by reference to Exhibit 10.44 to
Registration Statement No. 33-98544).
10.45 Letter of Intent to Acquire Assets dated November 23, 1993 between
Central Garden & Pet Company and Aquarium Supplies Unlimited, Inc.
(Incorporated by reference to Exhibit 10.64 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 26, 1993).
10.46 Purchase Agreement dated November 23, 1993 between Central Garden &
Pet Company and Aquarium Supplies Unlimited, Inc. (Incorporated by
reference to Exhibit 1.2 to the Company's report on Form 8-K dated
January 12, 1994).
10.47 Order of the United States Bankruptcy Court Central District of
California entered December 27, 1993 (Incorporated by reference to
Exhibit 1.3 to the Company's report on Form 8-K dated January 12,
1994).
10.48 Master Agreement by and between The Solaris Group, a Strategic
Business Unit of Monsanto Company, and the Company dated July 21,
1995 (Incorporated by reference to Exhibit 10.66 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 25, 1995).
10.49 Stock and Warrant Purchase Agreement by and between The Solaris
Group and Central Garden & Pet Company dated July 21, 1995
(Incorporated by reference to Exhibit 10.67 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 25, 1995).
10.50 Exclusive Agency and Distributor Agreement by and between The
Solaris Group and the Company dated July 21, 1995 (Incorporated by
reference to Exhibit 10.68 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 25, 1995).
II-5
EXHIBIT
NUMBER EXHIBIT
------- -------
10.51 Compensation Agreement by and between The Solaris Group and Central
Garden & Pet Company dated July 21, 1995 (Incorporated by reference
to Exhibit 10.69 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 25, 1995).
21 List of Subsidiaries.
23.1 Independent Auditors' Consent.
23.2 Consent of Orrick, Herrington & Sutcliffe (See Exhibit 5.1).
25 Powers of Attorney (see Page II-7).
(b) Financial Statement Schedules
Inapplicable.
Item 22. Undertakings
A. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers,
and controlling persons of the registrant pursuant to the provisions described
in Item 14 above, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
B. The undersigned registrant hereby undertakes to do the following, to
the extent that such actions are required by the rules and regulations of the
Securities and Exchange Commission:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-6
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
C. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
D. (1) The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this registration statement by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
(2) The registrant undertakes that to the extent required by the
rules and regulations of the Securities and Exchange Commission, every
prospectus (i) that is filed pursuant to paragraph (1) immediately preceding,
or (ii) that purports to meet the requirements of section 10(a)(3) of the Act
and is used in connection with an offering of securities subject to Rule 415
((S) 230.415 of this chapter), will be filed as a part of an amendment to the
registration statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering hereof.
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Central
Garden & Pet Company has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Lafayette, State of California, on June 5, 1996.
CENTRAL GARDEN & PET COMPANY
By: /s/ William E. Brown
-----------------------------------------
(William E. Brown,
Chief Executive Officer and Director)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William E. Brown and Glenn W. Novotny,
or either of them, each with the power of substitution, his attorney-in-fact,
to sign any amendments to this Registration Statement (including post-
effective amendments), and to file same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-
in-fact, or his substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ WILLIAM E. BROWN Chief Executive Officer June 5, 1996
- ----------------------- (Principal Executive Officer)
(William E. Brown)
/s/ ROBERT B. JONES Vice President, Chief June 5, 1996
- ----------------------- Financial Officer
(Robert B. Jones) (Principal Financial Officer
and Accounting Officer)
/s/ GLENN W. NOVOTNY Director June 5, 1996
- -----------------------
(Glenn W. Novotny)
/s/ DANIEL HOGAN Director June 5, 1996
- -----------------------
(Daniel Hogan)
/s/ LEE D. HINES Director June 5, 1996
- -----------------------
(Lee D. Hines)
II-8
==========================================
No dealer, salesman or other
person has been authorized to give any
information or to make any representations
other than those contained in the
Prospectus in connection with the offer
made by this Prospectus and, if given or
made, such information or representations
must not be relied upon as having been
authorized by the Company or by any selling
stockholder. Neither the delivery of this
Prospectus nor any sale made hereunder shall
under any circumstances create an implication
that there has been no change in the affairs
of the Company since the date hereof. This
Prospectus does not constitute an offer or
solicitation by anyone in any state in which
such offer or solicitation is not authorized
or in which the person making such offer or
solicitation is not qualified to do so to
anyone to whom it is unlawful to make such
offer or solicitation.
____________________________________
TABLE OF CONTENTS
Page
----
Outstanding Securities Covered
by This Prospectus....................... 2
Available Information....................... 2
Incorporation of Certain Information
by Reference............................. 3
Common Stock and Dividend Data.............. 3
The Company................................. 4
Use of Proceeds............................. 4
Selected Consolidated Financial and
Operating Data.......................... 5
Description of Capital Stock............... 6
Legal Matters.............................. 7
Experts.................................... 8
==========================================
==================================
CENTRAL GARDEN & PET COMPANY
750,000 Shares of Common Stock
Dated: June 5, 1996
==================================
EXHIBIT INDEX
Exhibit
Number Exhibit Page
- ------- ------- ----
2.1 Form of Agreement of Merger and Plan of Merger between Central Garden
Supply of Southern California and Central Garden & Pet Company
(Incorporated by reference from Exhibit 2.1 to Registration Statement
No. 33-48070).
2.2 Form of Agreement of Merger and Plan of Merger between Central Garden
Sales Corp. and Central Garden & Pet Company (Incorporated by reference
from Exhibit 2.2 to Registration Statement No. 33-48070).
2.3 Form of Reorganization Agreement between Central Garden Supply and
Central Garden & Pet Company (Incorporated by reference from Exhibit
2.3 to Registration Statement No. 33-48070).
2.4 Agreement and Plan of Merger between Central Garden & Pet Supply
Company and Central Garden & Pet Company dated as of June 11, 1992
(Incorporated by reference from Exhibit 2.4 to Registration Statement
No. 33-48070).
3.1 Third Amended and Restated Certificate of Incorporation (Incorporated
by reference to Exhibit 3.1 to Registration Statement No. 33-98544).
3.1.1 Certificate of Amendment of Third Amended and Restated Certificate of
Incorporation.
3.2 Copy of Registrant's Bylaws (Incorporated by reference from Exhibit 3.2
to Registration Statement No. 33-48070).
4.1 Specimen Common Stock Certificate (Incorporated by reference from
Exhibit 4.1 to Registration Statement No. 33-48070).
5.1 Opinion of Orrick, Herrington & Sutcliffe as legality of Common Stock,
including consent.
10.1 Financing Agreement between MAP Finance Company (Monsanto) and Central
Garden & Pet Company dated as of October 1, 1993 (Incorporated by
reference to Exhibit 10.4.1 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 26, 1993).
10.2 Promissory note from Central Garden Supply to Weyerhaeuser Company for
$6,750,000 dated as of June 29, 1990 (Incorporated by reference from
Exhibit 10.5 to Registration Statement No. 33-48070).
10.3 Lease between Central Garden Supply and Road 80 Properties, dated as of
August 1, 1988 (Incorporated by reference from Exhibit 10.10 to
Registration Statement No. 33-48070).
10.4 Lease between Central Garden Supply and Road 80 Investors dated as of
December 31, 1985 (Incorporated by reference from Exhibit 10.11 to
Registration Statement No. 33-48070).
10.5 Supplementary Retirement Benefit Agreement for Key Employees between
Central Garden & Pet Supply Company and Glenn W. Novotny dated as of
July 1, 1991 (Incorporated by reference from Exhibit 10.12 to
Registration Statement No. 33-48070).
10.6 Supplementary Retirement Benefit Agreement for Key Employees between
Central Garden & Pet Supply Company and Neill J. Hines dated as of July
1, 1991 (Incorporated by reference from Exhibit 10.13 to Registration
Statement No. 33-48070).
E-1
Exhibit
Number Exhibit Page
- ------- ------- ----
10.7 1992 Management Incentive Plan (Incorporated by reference from Exhibit
10.14 to Registration Statement No. 33-48070).
10.8 1992 Profit Sharing Plan (Incorporated by reference from Exhibit 10.15
to Registration Statement No. 33-48070).
10.9 Form of Indemnification Agreement between Registrant and Executive
Officers and Directors (Incorporated by reference from Exhibit 10.18 to
Registration Statement No. 33-48070.
10.10 Agreement of Purchase and Sale between William E. Brown and Central
Garden & Pet Company dated as of May 15, 1992 (Incorporated by
reference from Exhibit 10.19 to Registration Statement No. 33-48070).
10.11 Accounts Financing Agreement [Security Agreement] between Congress
Financial Corporation (Western) and Central Garden Supply, Central
Garden & Pet Company, Central Garden & Pet Supply Company, Matthews
Redwood and Nursery Supply, Inc. and Cal Liquid Corp. dated as of June
12, 1992, including Amendment No. 1 (Incorporated by reference from
Exhibit 10.28 to Registration Statement No. 33-48070).
10.11.1 Amendment No. 2 to Accounts Financing Agreement dated as of July 12,
1992 among Congress Financial Corporation, the Company and certain
subsidiaries of the Company (Incorporated by reference to Exhibit
10.28.2 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 25, 1995).
10.11.2 Amendment No. 3 to Accounts Financing Agreement dated as of July 12,
1992 among Congress Financial Corporation, the Company and certain
subsidiaries of the Company (Incorporated by reference to Exhibit
10.28.3 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 25, 1995).
10.13 Intercreditor Agreement between Congress Financial Corporation
(Western) and Monsanto Corporation dated as of January 28, 1994
(Incorporated by reference to Exhibit 10.32.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 26, 1993).
10.14 Subordination Agreement among Central Garden Supply, Central Garden &
Pet Company, Central Garden & Pet Supply Company, Weyerhauser Company
and Congress Financial Corporation (Western) dated as of June 12, 1992
(Incorporated by reference from Exhibit 10.34 to Registration Statement
No. 33-48070).
10.15 Forms of Restricted Stock Grant Agreements (Incorporated by reference
from Exhibit 10.35 to Registration Statement No. 33-48070).
10.16 Continuing Guaranty and Waiver by Central Garden Supply, Cal Liquid
Corp., Central Garden & Pet Company and Central Garden & Pet Supply
Company of indebtedness of Matthews Redwood and Nursery Supply, Inc. to
Congress Financial Corporation (Western) dated as of June 12, 1992
(Incorporated by reference from Exhibit 10.36 to Registration Statement
No. 33-48070).
10.17 Continuing Guaranty and Waiver by Central Garden Supply, Central Garden
& Pet Company and Central Garden & Pet Supply Company of and Matthews
Redwood and Nursery Supply, Inc. for indebtedness of Cal Liquid Corp.
to Congress Financial Corporation (Western) dated as of June 12, 1992
(Incorporated by reference from Exhibit 10.37 to Registration Statement
No. 33-48070).
E-2
Exhibit
Number Exhibit Page
- ------- ------- ----
10.18 Continuing Guaranty and Waiver by Central Garden Supply, Central
Garden & Pet Supply Company, Matthews Redwood and Nursery Supply, Inc.
and Cal Liquid Corp. for indebtedness of Central Garden & Pet Company
to Congress Financial Corporation (Western) dated as of June 12, 1992
(Incorporated by reference from Exhibit 10.38 to Registration
Statement No. 33-48070).
10.19 Continuing Guaranty and Waiver by Source One for indebtedness of
Central Garden Supply, Central Garden & Pet Company, Central Garden &
Pet Supply Company, Matthews Redwood and Nursery Supply, Inc. and Cal
Liquid Corp. to Congress Financial Corporation (Western) dated as of
June 12, 1992 (Incorporated by reference from Exhibit 10.39 to
Registration Statement No. 33-48070).
10.20 Inventory and Equipment Security Agreement Supplement to Accounts
Financing Agreement [Security Agreement] between and among Congress
Financial Corporation (Western) and Central Garden Supply, Central
Garden & Pet Company, Matthews Redwood and Nursery Supply, Inc. and
Cal Liquid Corp. dated as of June 12, 1992 (Incorporated by reference
from Exhibit 10.40 to Registration Statement No. 33-48070).
10.21 Letter Agreement Re Inventory Loans between and among Congress
Financial Corporation (Western) and Central Garden Supply, Central
Garden & Pet Company, Central Garden 7 pet Supply Company, Matthews
Redwood and Nursery Supply, Inc. and Cal Liquid Corp dated as of June
12, 1992 (Incorporated by reference from Exhibit 10.41 to Registration
Statement No. 33-48070).
10.22 Trademark Collateral Assignment and Security Agreement between Central
Garden Supply and Congress Financial Corporation (Western) dated as of
June 12, 1992 (Incorporated by reference from Exhibit 10.42 to
Registration Statement No. 33-48070).
10.23 Assignment of Policy as Collateral Security to Congress Financial
Corporation (Western) dated as of June 12, 1992 (Incorporated by
reference from Exhibit 10.43 to Registration Statement No. 33-48070).
10.24 Trade Financing Agreement Supplement to Accounts Financing Agreement
[Security Agreement] between and among Congress Financial Corporation
(Western) and Central Garden Supply, Central Garden & Pet Company,
Central Garden & Pet Supply Company, Matthews Redwood Nursery Supply,
Inc. and Cal Liquid Corp. dated as of June 12, 1992 (Incorporated by
reference from Exhibit 10.44 to Registration Statement No. 33-48070).
10.25 Covenant Supplement to Accounts Financing Agreement [Security
Agreement] between and among Congress Financial Corporation (Western)
and Central Garden Supply, Central Garden & Pet Company, Central
Garden & Pet Supply Company, Matthews Redwood and Nursery Supply, Inc.
and Cal Liquid Corp. dated as of June 12, 1992 (Incorporated by
reference from Exhibit 10.45 to Registration Statement No. 33-48070).
10.26 Authorization Agreement between International Technology Corporation
("IT") and Central Garden & Pet Company dated July 14, 1992
(Incorporated by reference from Exhibit 10.46 to Registration
Statement No. 33-60332).
10.27 IT Services Agreement between IT and Central Garden & Pet Company
dated July 17, 1992 (Incorporated by reference from Exhibit 10.47 to
Registration Statement No. 33-60332).
E-3
Exhibit
Number Exhibit Page
- ------- ------- ----
10.28 Southern Louisiana Industrial Properties Lease between Weyerhaeuser
Garden Supply Company and SLIP Trust dated September 6, 1989
(Incorporated by reference from Exhibit 10.48 to Registration
Statement No. 33-60332).
10.29 Insurance Policy with Atlantic Mutual Insurance Company (Incorporated
by reference from Exhibit 10.49 to Registration Statement No. 33-
60332).
10.30 Stock Purchase Agreement, dated December 30, 1992, by and between Jean
Claude Gallienne and Pierre Gallienne (Incorporated by reference from
Exhibit 10.50 to Registration Statement No. 33-60332).
10.31 Stock Pledge Agreement between William E. Brown and Vincent P. Dole,
dated as of December 30, 1992 (Incorporated by reference from Exhibit
10.51 to Registration Statement No. 33-60332).
10.32 Stipulation of Settlement and mutual Release of Claims, dated December
30, 1992, between Central Garden Supply, Central Garden & Pet Company
and William E. Brown and Jean-Claude Gallienne and Pierre Gallienne
(Incorporated by reference from Exhibit 10.52 to Registration
Statement No. 33-60332).
10.33 Promissory Note, dated December 30, 1992 (Incorporated by reference
from Exhibit 10.53 to Registration Statement No. 33-60332).
10.34 Guaranty Agreement, dated December 30, 1992, by Central Garden & Pet
Company for the benefit of the holders of the Bourcycham Debt
(Incorporated by reference from Exhibit 10.54 to Registration
Statement No. 33-60332).
10.35 Agreement and plan of reorganization among Central Garden & Pet
Company and the shareholders of CGS Distributing, Inc. (Incorporated
by reference from Exhibit 10.55 to Registration Statement No.
33-60332).
10.36 Registration Rights Agreement among Central Garden & Pet Company and
the shareholders of CGS Distributing, Inc. (Incorporated by reference
from Exhibit 10.56 to Registration Statement No. 33-60332).
10.37 Form of Restricted Stock Grant Agreement (Incorporated by reference
from Exhibit 10.56(a) to Registration Statement No. 33-60332).
10.38 Stock Purchase Agreement dated as of April 1, 1993 between Brown
Associates and Central Garden & Pet Company relating to the
acquisition of Source One (Incorporated by reference from Exhibit
10.57 to Registration Statement No. 33-60332).
10.39 Agreement of Purchase and Sale dated as of September 1, 1993 between
West Denver Feed Co., MIRC Equities, Inc. and CGS Distributing, Inc.
(Incorporated by reference from Exhibit 10.58 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 16, 1993).
10.40 Agreement of Purchase and Sale dated as of October 1, 1993 among
Pendleton Enterprises, Inc., J. Elles Pendleton and Central Garden &
Pet Company (Incorporated by reference to Exhibit 10.59 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 26, 1993).
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Exhibit
Number Exhibit Page
- ------- ------- ----
10.41 Stock Purchase Agreement dated as of September 30, 1993 among the
shareholders of Anaheim Pet & Aquarium Supply Co., Inc. and Central
Garden & Pet Company (Incorporated by reference to Exhibit 10.60 to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 26, 1993).
10.42 Stock Purchase Agreement dated as of August 15, 1993 William E. Brown
and Central Garden & Pet Company (Incorporated by reference to Exhibit
10.61 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 26, 1993).
10.43 1993 Omnibus Equity Incentive Plan (Incorporated by reference to
Exhibit 10.62 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 26, 1993).
10.44 Agreement of Purchase and Sale and Joint Escrow Instructions dated as
of September 30, 1993 between Central Garden & Pet Company and Road 80
Properties (Incorporated by reference to Exhibit 10.44 to Registration
Statement No. 33-98544).
10.45 Letter of Intent to Acquire Assets dated November 23, 1993 between
Central Garden & Pet Company and Aquarium Supplies Unlimited, Inc.
(Incorporated by reference to Exhibit 10.64 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 26, 1993).
10.46 Purchase Agreement dated November 23, 1993 between Central Garden &
Pet Company and Aquarium Supplies Unlimited, Inc. (Incorporated by
reference to Exhibit 1.2 to the Company's report on Form 8-K dated
January 12, 1994).
10.47 Order of the United States Bankruptcy Court Central District of
California entered December 27, 1993 (Incorporated by reference to
Exhibit 1.3 to the Company's report on Form 8-K dated January 12,
1994).
10.48 Master Agreement by and between The Solaris Group, a Strategic
Business Unit of Monsanto Company, and the Company dated July 21, 1995
(Incorporated by reference to Exhibit 10.66 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 25, 1995).
10.49 Stock and Warrant Purchase Agreement by and between The Solaris Group
and Central Garden & Pet Company dated July 21, 1995 (Incorporated by
reference to Exhibit 10.67 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 25, 1995).
10.50 Exclusive Agency and Distributor Agreement by and between The Solaris
Group and the Company dated July 21, 1995 (Incorporated by reference
to Exhibit 10.68 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 25, 1995).
10.51 Compensation Agreement by and between The Solaris Group and Central
Garden & Pet Company dated July 21, 1995 (Incorporated by reference to
Exhibit 10.69 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 25, 1995).
21 List of Subsidiaries.
23.1 Independent Auditors' Consent.
23.2 Consent of Orrick, Herrington & Sutcliffe (See Exhibit 5.1).
25 Powers of Attorney (see Page II-7).
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